UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 30, 2021, the board of directors (the “Board”) of Paya Holdings Inc. (the Company”) appointed Sid Singh as a member of the Board. Mr. Singh will serve as a Class I director until the Company’s 2024 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Singh has not been appointed to serve in a Board committee. In connection with Mr. Singh’s appointment, the Board increased its size to ten directors.
In connection with his appointment, Mr. Singh received a grant of 23,000 restricted stock units, which vest in five equal installments beginning on September 30, 2022. In addition, he will be entitled to receive quarterly cash payments totaling $100,000 per year, and will be entitled to an annual grant of restricted stock units with a value equal to $50,000 to be granted in 2022 when determined by the Board. The Company will also enter into its standard form of indemnification agreement with Mr. Singh the form of which was filed as Exhibit 10.7 to the Company’s Registration Statement filed with the Securities and Exchange Commission on Form 8-K on October 22, 2020.
The Company is not aware of any related party transactions or relationships between Mr. Singh and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Singh was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person.
Item 7.01 Regulation FD Disclosure
On October 1, 2021, the Company issued a press release announcing the appointment of Mr. Singh to the Board. The press release is furnished with this Report as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 99.1 | Press release dated October 1, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYA HOLDINGS INC. | ||
| Date: October 1, 2021 | By: | /s/ Glenn Renzulli |
| Name: | Glenn Renzulli | |
| Title: | Chief Financial Officer | |
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